-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B5bpU3VeTHa/B1UdFcovXuN+pB0lYAxitHS7icf8li7hnaXeXNmeJc+VtNbD16b2 CSdeVRiNxbXPKg6rsNdCkg== 0000950005-99-000050.txt : 19990203 0000950005-99-000050.hdr.sgml : 19990203 ACCESSION NUMBER: 0000950005-99-000050 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981119 ITEM INFORMATION: FILED AS OF DATE: 19990202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIBERSTARS INC /CA/ CENTRAL INDEX KEY: 0000924168 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 943021850 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-24230 FILM NUMBER: 99519684 BUSINESS ADDRESS: STREET 1: 2883 BAYVIEW DR CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5104900719 MAIL ADDRESS: STREET 1: 2883 BAYVIEW DR CITY: FREMONT STATE: CA ZIP: 94538 8-K/A 1 FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 19, 1998 Fiberstars, Inc. (Exact name of registrant as specified in charter) - -------------------------------------------------------------------------------- California 0-24564 94-3021850 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) - -------------------------------------------------------------------------------- 2883 Bayview Drive, Fremont, California 94538 (Address of principal executive offices) (Zip Code) - -------------------------------------------------------------------------------- Registrant's telephone number, including area code (510) 490-0719 (Former name or former address, if changed since last report) The undersigned registrant hereby amends the following item of its Current Report on Form 8-K filed on December 4, 1998 as set forth in the pages attached thereto: Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. The consolidated financial statements of Crescent Lighting required by Item 7(a) of Form 8-K, prepared pursuant to Rule 3-05 of Regulation S-X and filed in accordance with Item 7(a)(4), are attached hereto as Exhibit 99.2 and incorporated herein by this reference. (b) Pro Forma Financial Information. The unaudited pro forma consolidated financial information required by Item 7(b) of Form 8-K, prepared pursuant to Article 11 of Regulation S-X and filed in accordance with Item 7(b)(2) of Form 8-K, are attached hereto as Exhibit 99.3 and incorporated herein by this reference. (c) Exhibits. Exhibit No. Description ----------- ----------- 2.1(1) Sale and Purchase Agreement dated as of November 19, 1998 by and among Fiberstars, Inc., Hillgate (4) Limited, Crescent Lighting Limited, Michael Beverley Morrison and Corinne Bertrand. 99.1(1) Press release issued November 24, 1998. 99.2 Financial Statements of Crescent Lighting Limited. 99.3 Pro Forma Financial Statements of Fiberstars, Inc. (1) Filed with the Registrant's Report on Form 8-K filed on December 4, 1998. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIBERSTARS, INC. Date: February 2, 1999 By: /s/ Robert A. Connors ---------------------------------- Robert A. Connors Vice President, Finance, Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.2 Financial Statements of Crescent Lighting Limited. 99.3 Pro Forma Financial Statements of Fiberstars, Inc. EX-99.2 2 FINANCIAL STATEMENTS FOR 1998 REPORT OF THE DIRECTORS AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 1998 FOR CRESCENT LIGHTING LIMITED CRESCENT LIGHTING LIMITED INDEX TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 1998 Page Company Information 1 Report of the Directors 2 Report of the Auditors 3 Profit and Loss Account 4 Balance Sheet 5 Notes to the Financial Statements 6 Trading and Profit and Loss Account 11 CRESCENT LIGHTING LIMITED COMPANY INFORMATION FOR THE YEAR ENDED 28 FEBRUARY 1998 DIRECTORS: M B Morrison C B Bertrand M Perman B Barritt SECRETARY: MB Morrison REGISTERED OFFICE: Mountbarrow House 12 Elizabeth Street London SW1W 9RB REGISTERED NUMBER: 2297342 (England and Wales) AUDITORS: Wheawill & Sudworth Chartered Accountants & Registered Auditors Mountbarrow House 12 Elizabeth Street London SW1W 9RB Page 1 CRESCENT LIGHTING LIMITED REPORT OF THE DIRECTORS FOR THE YEAR ENDED 28 FEBRUARY 1998 The directors present their report with the financial statements of the company for the year ended 28 February 1998. PRINCIPAL ACTIVITIES The principal activities of the company in the year under review were those of the sale of lighting, fixtures and fittings. DIRECTORS The directors during the year under review were: M B Morrison C B Bertrand M Perman B Barritt The beneficial interests of the directors holding office on 28 February 1998 in the issued share capital of the company were as follows: 28.2.98 1.3.97 Ordinary (pound)1 shares M B Morrison 50 50 C B Bertrand 50 50 M Perman -- -- B Barritt -- -- STATEMENT OF DIRECTORS' RESPONSIBILITIES Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing those financial statements, the directors are required to - - select suitable accounting policies and then apply them consistently; - - make judgements and estimates that are reasonable and prudent; - - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. AUDITORS The auditors, Wheawill & Sudworth, will be proposed for re-appointment in accordance with Section 385 of the Companies Act 1985. This report has been prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies. ON BEHALF OF THE BOARD: /s/ MB Morrison - -------------------------- MB Morrison - SECRETARY Dated: 4th October 98 Page 2 CRESCENT LIGHTING LIMITED REPORT OF THE AUDITORS TO THE SHAREHOLDERS OF CRESCENT LIGHTING LIMITED We have audited the financial statements on pages four to ten which have been prepared in accordance with the Financial Reporting Standard for Smaller Entities, under the historical cost convention and the accounting policies set out on page six. Respective responsibilities of directors and auditors As described on page two the company's directors are responsible for the preparation of financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you. Basis of opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 28 February 1998 and of its profit for the year then ended and have been properly prepared in accordance with the Companies Act 1985. /s/ Wheawill & Sudworth Wheawill & Sudworth Chartered Accountants & Registered Auditors Mountbarrow House 12 Elizabeth Street London SW1W 9RB Dated: 4th October 1998 Page 3 CRESCENT LIGHTING LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 28 FEBRUARY 1998
28.2.98 28.2.97 ----------- --------- Notes (pound) (pound) TURNOVER 2 2,416,096 1,760,942 Cost of sales 1,326,828 1,019,161 -------------- -------------- GROSS PROFIT 1,089,268 741,781 Administrative expenses 746,582 558,715 -------------- -------------- 342,686 183,066 Other operating income -- 4 -------------- -------------- OPERATING PROFIT 3 342,686 183,070 Interest receivable and similar income 4 8,110 2,175 -------------- -------------- 350,796 185,245 Interest payable and similar charges 1,295 2,436 -------------- -------------- PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 349,501 182,809 Tax on profit on ordinary activities 5 82,985 44,877 -------------- -------------- PROFIT FOR THE FINANCIAL YEAR AFTER TAXATION 266,516 137,932 Retained profit brought forward 280,484 142,552 -------------- -------------- RETAINED PROFIT CARRIED FORWARD (pound)547,000 (pound)280,484 ============== ============== The notes form part of these financial statements
Page 4 CRESCENT LIGHTING LIMITED BALANCE SHEET 28 FEBRUARY 1998
28.2.98 28.2.97 -------------------------- --------------------------- Notes (pound) (pound) (pound) (pound) FIXED ASSETS: Tangible assets 6 48,716 42,168 CURRENT ASSETS: Stocks 228,123 112,830 Debtors 7 370,330 261,836 Cash at bank and in hand 311,825 166,970 ------- ------- 910,278 541,636 CREDITORS: Amounts falling due within one year 8 411,894 297,223 ------- ------- NET CURRENT ASSETS: 498,384 244,413 -------------- -------------- TOTAL ASSETS LESS CURRENT LIABILITIES: 547,100 286,581 CREDITORS: Amounts falling due after more than one year 9 -- 5,997 -------------- -------------- (pound)547,100 (pound)280,584 ============== ============== CAPITAL AND RESERVES: Called up share capital 11 100 100 Profit and loss account 547,000 280,484 -------------- -------------- Shareholders' funds (pound)547,100 (pound)280,584 ============== ==============
These financial statements have been prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies and with the Financial Reporting Standard for Smaller Entities. ON BEHALF OF THE BOARD: /s/ MB Morrison - --------------------------- - DIRECTOR Approved by the Board on 4th October 98. The notes form part of these financial statements Page 5 CRESCENT LIGHTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 1998 1. ACCOUNTING POLICIES Accounting convention The financial statements have been prepared under the historical cost convention and in accordance with the Financial Reporting Standard for Smaller Entities. Turnover Turnover represents net invoiced sales of goods, excluding value added tax. Tangible fixed assets Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. Fixtures & fittings - 20% on cost Tooling - 25% on cost Office equipment - 20% on cost Motor vehicles - 25% on cost Computer equipment - 33% on cost Stocks Stock is valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Deferred taxation Provision is made at current rates for taxation deferred in respect of all material timing differences except to the extent that, in the opinion of the directors, there is reasonable probability that the liability will not arise in the foreseeable future. Hire purchase and leasing commitments Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. The interest element of these obligations is charged to the profit and loss account over the relevant period. The capital element of the future payments is treated as a liability. Rentals paid under operating leases are charged to the profit and loss account as incurred. Pensions The company operates a defined contribution pension scheme. Contributions payable for the year are charged in the profit and loss account. 2. TURNOVER The turnover and profit before taxation are attributable to the principal activities of the company. Included in the turnover figure in the financial statements are exports, which amounted to 58.3% (1997-52.6%) of turnover. Page 6 CRESCENT LIGHTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 1998 3. OPERATING PROFIT The operating profit is stated after charging/(crediting):
28.2.98 28.2.97 (pound) (pound) Depreciation - owned assets 28,384 16,078 Depreciation - assets on hire purchase contracts - 4,524 (Profit)/Loss on disposal of fixed assets (108) 139 Auditors' remuneration 9,505 4,520 Pension costs 71,009 41,600 ======= ======= Directors' emoluments and other benefits etc 196,132 154,978 ======= ======= 4. INTEREST RECEIVABLE AND SIMILAR INCOME 28.2.98 28.2.97 (pound) (pound) Deposit account interest 8,110 2,175 ======= ======= 5. TAXATION The tax charge on the profit on ordinary activities for the year was as follows: 28.2.98 28.2.97 (pound) (pound) UK Corporation Tax 82,444 44,877 Tax under/(over) provided in previous years 541 -- ------- ------- 82,985 44,877 ======= ======= UK Corporation Tax has been charged at 24.15% (1997 - 24 .08%).
Page 7 CRESCENT LIGHTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 1998 6. TANGIBLE FIXED ASSETS Fixtures Office & fittings Tooling equipment ---------- ------- --------- (pound) (pound) (pound) COST: At 1 March 1997 4,769 4,980 10,686 Additions 3,872 -- 2,204 ------- ------ ------- At 28 February 1998 8,641 4,980 12,890 ------- ------ ------- DEPRECIATION: At 1 March 1997 4,769 1,864 10,404 Charge for year 774 1,245 512 ------- ------ ------- At 28 February 1998 5,543 3,109 10,916 ------- ------ ------- NET BOOK VALUE: At 28 February 1998 3,098 1,871 1,974 ======= ====== ======= At 28 February 1997 -- 3,116 282 ======= ====== ======= Motor Computer vehicles equipment Totals ---------- --------- --------- (pound) (pound) (pound) COST: At 1 March 1997 56,579 29,928 106,942 Additions 10,250 24,999 41,325 Disposals (12,782) -- (12,782) ------- ------ ------- At 28 February 1998 54,047 54,927 135,485 ------- ------ ------- DEPRECIATION: At 1 March 1997 24,137 23,601 64,775 Charge for year 12,658 13,195 28,384 Eliminated on disposals (6,390) -- (6,390) ------- ------ ------- At 28 February 1998 30,405 36,796 86,769 ------- ------ ------- NET BOOK VALUE: At 28 February 1998 23,642 18,131 48,716 ======= ====== ======= At 28 February 1997 32,442 6,328 42,168 ======= ====== ======= Page 8 CRESCENT LIGHTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 1998 6. TANGIBLE FIXED ASSETS - continued Fixed assets, included in the above, which are held under hire purchase contracts are as follows: Motor vehicles -------- (pound) COST: At 1 March 1997 18,098 Transferred to ownership (18,098) ------- At 28 February 1998 -- ------- DEPRECIATION: At 1 March 1997 13,572 Transferred to ownership (13,572) ------- At 28 February 1998 -- ------- NET BOOK VALUE: At 28 February 1998 -- ======= At 28 February 1997 4,526 ======= 7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 28.2.98 28.2.97 (pound) (pound) Trade debtors 344,404 246,486 Other debtors 21,981 13,144 Prepayments 3,945 2,206 ------- ------- 370,330 261,836 ======= ======= 8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 28.2.98 28.2.97 (pound) (pound) Hire purchase contracts - 2,322 Trade creditors 244,748 161,932 Directors current accounts - 38,374 Other creditors - 19,121 Other tax and social security 9,019 7,625 Taxation 82,444 44,964 Accrued expenses 75,683 22,885 ------- ------- 411,894 297,223 ======= ======= Page 9 CRESCENT LIGHTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 1998 9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
28.2.98 28.2.97 (pound) (pound) Hire purchase contracts -- 5,997 ======= ======= 10. OPERATING LEASE COMMITMENTS The following payments are committed to be paid within one year: 28.2.98 28.2.97 (pound) (pound) Expiring: Between one and five years -- 748 ======= ======= 11. CALLED UP SHARE CAPITAL Authorised, allotted, issued and fully paid: Number: Class: Nominal 28.2.98 28.2.97 value: (pound) (pound) 100 Ordinary (pound)1 100 100 ======= =======
12. PENSION COMMITMENTS The company operates a defined contribution pension scheme on behalf of its directors and certain employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions are paid based upon the recommendation of a qualified actuary. The annual commitment under this scheme is for contributions of (pound)71,009 (1997: (pound)41,600). Page 10 CRESCENT LIGHTING LIMITED TRADING AND PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 28 FEBRUARY 1998
28.2.98 28.2.97 ------------------------- ------------------------ (pound) (pound) (pound) (pound) Income: Turnover 2,390,619 1,705,091 Commission received 25,477 55,851 --------- 2,416,096 --------- 1,760,942 Cost of sales: Opening stock 107,002 124,641 Purchases 1,434,196 1,000,133 Royalty payments 13,753 1,389 --------- --------- 1,554,951 1,126,163 Closing stock (228,123) (107,002) --------- 1,326,828 --------- 1,019,161 --------- --------- GROSS PROFIT 1,089,268 741,781 Other income: Discounts received -- 4 Deposit account interest 8,110 2,175 --------- 8,110 --------- 2,179 --------- --------- 1,097,378 743,960 Expenditure: Directors' remuneration 196,132 154,978 Social security 19,578 15,747 Pension contributions 71,009 41,600 Wages 162,214 98,176 Social security 14,751 15,786 Printing & stationery 7,515 6,917 Telephone, telex & fax 9,790 9,931 Postage & carriage 5,556 4,661 Motor expenses 12,928 12,245 Other operating leases -- 748 Hire of equipment 187 -- Repairs and renewals 1,794 2,524 Sundry expenses 8,366 5,677 Audit & accountancy 9,505 4,520 Consultancy fees -- 6,750 Professional fees & insurance 355 2,470 Subsistence 7,140 3,952 Computer costs 793 -- Travel & entertainment 16,471 14,393 Commission paid 20,397 24,151 Advertising & publicity 42,162 13,032 Bad debts 4,094 83 Design & development work 4,752 1,256 Discounts allowed 8,636 4,340 Freight & insurance 46,210 35,673 --------- --------- ---------- --------- Carried forward 670,335 1,097,378 479,610 743,960 This page does not form part of the statutory financial statements
Page 11 CRESCENT LIGHTING LIMITED TRADING AND PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 28 FEBRUARY 1998
28.2.98 28.2.97 ------------------------- ------------------------ (pound) (pound) (pound) (pound) Brought forward 670,335 1,097,378 479,610 743,960 Subscriptions & donations 358 174 Rent & rates 29,481 28,479 Insurance 11,423 22,508 Light and heat 1,714 1,604 --------- 713,311 --------- 532,375 --------- --------- 384,067 211,585 Finance costs: Hire purchase 1,295 2,436 Bank charges 2,014 2,120 Miscellaneous charges 2,981 3,479 --------- 6,290 --------- 8,035 --------- --------- 377,777 203,550 Depreciation: Fixtures & fittings 774 Tooling 1,245 1,245 Office equipment 512 1,437 Motor vehicles 12,658 11,894 Computer equipment 13,195 6,026 --------- 28,384 --------- 20,602 --------- --------- 349,393 182,948 Profit/(Loss) on disposal of fixed assets: Motor vehicles 108 (139) -------------- -------------- NET PROFIT (pound)349,501 (pound)182,809 ============== ============== This page does not form part of the statutory financial statements
Page 12 Report of the Directors and Financial Statements for the Year Ended 28 February 1997 for Crescent Lighting Limited Crescent Lighting Limited Index to the Financial Statements for the Year Ended 28 February 1997 Page Company Information 1 Report of the Directors 2 Report of the Auditors 3 Profit and Loss Account 4 Balance Sheet 5 Notes to the Financial Statements 6 Trading and Profit and Loss Account 12 Crescent Lighting Limited Company Information for the Year Ended 28 February 1997 DIRECTORS: M B Morrison C B Bertrand M Perinan B Barritt SECRETARY: MB Morrison REGISTERED OFFICE: Mountbarrow House 12 Elizabeth Street London SW1W 9RB REGISTERED NUMBER: 2297342 (England and Wales) AUDITORS: Wheawill & Sudworth Chartered Accountants & Registered Auditors Caversham House 4 Gosbrook Road Caversham Reading RG4 8BS Page 1 Crescent Lighting Limited Report of the Directors for the Year Ended 28 February 1997 The directors present their report with the financial statements of the company for the year ended 28 February 1997. PRINCIPAL ACTIVITIES The principal activities of the company in the year under review were those of the sale of lighting, fixtures and fittings. DIRECTORS The directors during the year under review were: M B Morrison C B Bertrand M Perman B Barritt The beneficial interests of the directors holding office on 28 February 1997 in the issued share capital of the company were as follows: 28.2.97 1.3.96 Ordinary (pound)1 shares M B Morrison 50 50 C B Bertrand 50 50 M Perman B Barritt STATEMENT OF DIRECTORS' RESPONSIBILITIES Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing those financial statements, the directors are required to - - select suitable accounting policies and then apply them consistently; - - make judgments and estimates that are reasonable and prudent; - - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. AUDITORS The auditors, Wheawill & Sudworth, will be proposed for re-appointment in accordance with Section 385 of the Companies Act 1985. This report has been prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies. ON BEHALF OF THE BOARD: /s/ MB Morrison - ----------------------- MB Morrison - SECRETARY Dated: July 21, 1997 Page 2 Crescent Lighting Limited Report of the Auditors to the Shareholders of Crescent Lighting Limited We have audited the financial statements on pages four to eleven which have been prepared under the historical cost convention and the accounting policies set out on page six. Respective responsibilities of directors and auditors As described on page two the company's directors are responsible for the preparation of financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you. Basis of opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 28 February 1997 and of its profit for the year then ended and have been properly prepared in accordance with the provisions of the Companies Act 1985 applicable to small companies. Wheawill & Sudworth Chartered Accountants & Registered Auditors Caversham House 4 Gosbrook Road Caversham Reading RG4 8BS Dated: August 5, 1997 Page 3 Crescent Lighting Limited Profit and Loss Account for the Year Ended 28 February 1997
28.2.97 29.2.96 --------- --------- Notes (pound) (pound) TURNOVER 2 1,760,942 1,859,610 Cost of sales 1,019,161 1,162,861 --------- --------- GROSS PROFIT 741,781 696,749 Administrative expenses 558,715 519,796 --------- --------- 183,066 176,953 Other operating income 4 94 --------- --------- OPERATING PROFIT 4 183,070 177,047 Interest receivable and similar income 5 2,175 571 --------- --------- 185,245 177,618 Interest payable and similar charges 2,436 3,193 --------- --------- PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 182,809 174,425 Tax on profit on ordinary activities 6 44,877 46,864 --------- --------- PROFIT FOR THE FINANCIAL YEAR AFTER TAXATION 137,932 127,561 Retained profit brought forward 142,552 14,991 --------- --------- RETAINED PROFIT CARRIED FORWARD (pound)280,484 (pound)142,552 ========= =========
CONTINUING OPERATIONS None of the company's activities were acquired or discontinued during the current and previous years. TOTAL RECOGNISED GAINS AND LOSSES The company has no recognised gains or losses other than the profits for the current and previous years. The notes form part of these financial statements Page 4 Crescent Lighting Limited Balance Sheet 28 February 1997
28.2.97 29.2.96 ---------------------- ---------------------- Notes (pound) (pound) (pound) (pound) FIXED ASSETS: Tangible assets 8 42,168 35,204 CURRENT ASSETS: Stocks 9 112,830 114,172 Debtors 10 261,836 334,923 Cash at bank and in hand 166,970 112,686 ------- ------- 541,636 561,781 CREDITORS: Amounts falling due within one year 11 297,223 446,014 ------- ------- NET CURRENT ASSETS: 244,413 115,767 -------- -------- TOTAL ASSETS LESS CURRENT LIABILITIES: 286,581 150,971 CREDITORS: Amounts falling due after more than one year 12 5,997 8,319 -------- -------- (pound)280,584 (pound)142,652 -------- -------- CAPITAL AND RESERVES: Called up share capital 14 100 100 Profit and loss account 280,484 142,552 -------- -------- Shareholders' funds 16 (pound)280,584 (pound)142,652 ======== ========
These financial statements have been prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies. ON BEHALF OF THE BOARD: - ----------------------- M B Morrison - DIRECTOR Approved by the Board on July 21, 1997 ---------------------- The notes form part of these financial statements Page 5 Crescent Lighting Limited Notes to the Financial Statements for the Year Ended 28 February 1997 1. ACCOUNTING POLICIES Accounting convention The financial statements have been prepared under the historical cost convention. Financial Reporting Standard Number 1 Exemption has been taken from preparing a cash flow statement on the grounds that the company qualifies as a small company. Turnover Turnover represents net invoiced sales of goods, excluding value added tax. Tangible fixed assets Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter. Fixtures & fittings - 20% on cost Tooling - 25% on cost Office equipment - 20% on cost Motor vehicles - 25% on cost Computer equipment - 33 % on cost Stocks Stock is valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Deferred taxation Provision is made at current rates for taxation deferred in respect of all material timing differences except to the extent that, in the opinion of the directors, there is reasonable probability that the liability will not arise in the foreseeable future. Foreign currencies Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. Hire purchase and leasing commitments Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. The interest element of these obligations is charged to the profit and loss account over the relevant period. The capital element of the future payments is treated as a liability. Rentals paid under operating leases are charged to the profit and loss account as incurred. Pensions The company operates a defined contribution pension scheme. Contributions payable for the year are charged in the profit and loss account. 2. TURNOVER The turnover and profit before taxation are attributable to the principal activities of the company. Included in the turnover figure in the financial statements are exports, which amounted to 52.6% (1996-44.9%) of turnover. Page 6 Crescent Lighting Limited Notes to the Financial Statements for the Year Ended 28 February 1997 3. STAFF COSTS
28.2.97 29.2.96 (pound) (pound) Pension costs (other than social security costs) 41,600 52,410 ======= ======= 4. OPERATING PROFIT The operating profit is stated after charging/(crediting): 28.2.97 29.2.96 (pound) (pound) Other operating leases 748 748 Depreciation - owned assets 16,078 12,818 Depreciation - assets on hire purchase contracts 4,524 4,524 Loss/(Profit) on disposal of fixed assets 139 (429) Auditors' remuneration 4,520 5,825 ======= ======= Directors' emoluments 196,575 204,032 ======= ======= 5. INTEREST RECEIVABLE AND SIMILAR INCOME 28.2.97 29.2.96 (pound) (pound) ======= ======= Deposit account interest 2,175 571 6. INTEREST PAYABLE AND SIMILAR CHARGES 28.2.97 29.2.96 (pound) (pound) Hire purchase 2,436 1,757 ======= ======= 7. TAXATION The tax charge on the profit on ordinary activities for the year was as follows: 28.2.97 29.2.96 (pound) (pound) UK Corporation Tax 44,877 46,864 ======= ======= UK Corporation Tax has been charged at 24.08% (1996 -25%).
Page 7 Crescent Lighting Limited Notes to the Financial Statements for the Year Ended 28 February 1997 8. TANGIBLE FIXED ASSETS
Fixtures Office & fittings Tooling equipment ---------- ------- --------- (pound) (pound) (pound) COST: At 1 March 1996 4,769 1,875 10,333 Additions - 3,105 353 ------ ------ ------- At 28 February 1997 4,769 4,980 10,686 ------ ------ ------- DEPRECIATION: At 1 March 1996 4,769 619 8,967 Charge for year - 1,245 1,437 ------ ------ ------- At 28 February 1997 4,769 1,864 10,404 NET BOOK VALUE: At 28 February 1997 - 3,116 282 ====== ====== ======= At 29 February 1996 - 1,256 1,366 ====== ====== ======= Motor Computer vehicles equipment Totals -------- --------- -------- (pound) (pound) (pound) COST: At 1 March 1996 38,666 25,681 81,324 Additions 25,699 4,248 33,405 Disposals (7,786) - (7,786) ------ ------ ------- At 28 February 1997 56,579 29,929 106,943 ------ ------ ------- DEPRECIATION: At 1 March 1996 14,190 17,575 46,120 Charge for year 11,894 6,026 20,602 Eliminated on disposals (1,947) - (1,947) ------ ------ ------- At 28 February 1997 24,137 23,601 64,775 ------ ------ ------- NET BOOK VALUE: At 28 February 1997 32,442 6,328 42,168 ====== ====== ======= At 29 February 1996 24,476 8,106 35,204 ====== ====== =======
Page 8 Crescent Lighting Limited Notes to the Financial Statements for the Year Ended 28 February 1997 8. TANGIBLE FIXED ASSETS - continued Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Office Motor equipment vehicles Totals --------- -------- -------- (pound) (pound) (pound) COST: At 1 March 1996 4,086 18,098 22,184 Transferred to ownership (4,086) - (4,086) ------ ------- ------- At 28 February 1997 - 18,098 18,098 ------ ------- ------- DEPRECIATION: At 1 March 1996 3,271 9,048 12,319 Charge for year - 4,524 4,524 Transferred to ownership (3,271) - (3,271) ------ ------- ------- At 28 February 1997 - 13,572 13,572 ------ ------- ------- NET BOOK VALUE: At 28 February 1997 - 4,526 4,526 ====== ======= ======= At 29 February 1996 815 9,050 9,865 ====== ======= ======= 9. STOCKS 28.2.97 29.2.96 (pound) (pound) Stock 112,830 114,172 ======= ======= 10. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 28.2.97 29.2.96 (pound) (pound) Trade debtors 246,486 298,154 Other debtors 13,144 33,721 Prepayments 2,206 3,048 ------- ------- 261,836 334,923 ======= =======
Page 9 Crescent Lighting Limited Notes to the Financial Statements for the Year Ended 28 February 1997 11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
28.2.97 29.2.96 (pound) (pound) Hire purchase contracts (see note 13) 2,322 2,478 Trade creditors 161,932 274,380 Directors current accounts 38,374 26,977 Other creditors 19,121 - Social security & other taxes 7,625 5,985 Taxation 44,964 44,970 Accrued expenses 22,885 91,224 ------- ------- 297,223 446,014 ======= ======= 12. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR 28.2.97 29.2.96 (pound) (pound) Hire purchase contracts (see note 13) 5,997 8,319 ======= ======= 13. OBLIGATIONS UNDER HIRE PURCHASE CONTRACTS AND LEASES Hire purchase contracts 28.2.97 29.2.96 (pound) (pound) Gross obligations repayable: Within one year 3,707 3,999 Between one and five years 9,576 9,589 ------- ------- 13,283 13,588 ------- ------- Finance charges repayable: Within one year 1,385 1,521 Between one and five years 3,579 1,270 ------- ------- 4,964 2,791 ------- ------- Net obligations repayable: Within one year 2,322 2,478 Between one and five years 5,997 8,319 ------- ------- 8,319 10,797 ======= =======
Page 10 Crescent Lighting Limited Notes to the Financial Statements for the Year Ended 28 February 1997 13. OBLIGATIONS UNDER HIRE PURCHASE CONTRACTS AND LEASES - continued The following payments are committed to be paid within one year:
Operating leases 28.2.97 29.2.96 (pound) (pound) Expiring: Between one and five years 748 748 === === 4. CALLED UP SHARE CAPITAL Authorised, allotted, issued and fully paid: Number: Class: Nominal 28.2.97 29.2.96 value: (pound) (pound) 100 Ordinary (pound)1 100 100 === ===
15. PENSION COMMITMENTS The company operates a defined contribution pension scheme on behalf of its directors and certain employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions are paid based upon the recommendation of a qualified actuary. The annual commitment under this scheme is for contributions of (pound)41,600 (1996: (pound)52,410). 16. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
28.2.97 29.2.96 (pound) (pound) Profit for the financial year 137,932 127,561 ------- ------- NET ADDITION TO SHAREHOLDERS' FUNDS 137,932 127,561 Opening shareholders' funds 142,652 15,091 ------- ------- CLOSING SHAREHOLDERS' FUNDS 280,584 142,652 ======= ======= Equity interests 280,584 142,652 ======= =======
Page 11 Crescent Lighting Limited Trading and Profit and Loss Account for the Year Ended 28 February 1997
28.2.97 29.2.96 ------------------------ ------------------------ (pound) (pound) (pound) (pound) Income: Turnover 1,705,091 1,859,610 Commission received 55,851 - --------- --------- 1,760,942 1,859,610 Cost of sales: Opening stock 124,641 66,786 Purchases 1,000,133 1,204,932 Sub-contractors 1,389 15,784 --------- --------- 1,126,163 1,287,502 Closing stock (107,002) (124,641) --------- --------- 1,019,161 1,162,861 --------- --------- GROSS PROFIT 741,781 696,749 Other income: Discounts received 4 94 Deposit account interest 2,175 571 --------- --------- 2,179 665 --------- --------- 743,960 697,414 Expenditure: Directors' remuneration 154,978 151,622 Social security 15,747 15,498 Pension contributions 41,600 52,410 Wages 98,176 69,640 Social security 15,786 5,910 Printing & stationery 6,917 6,413 Telephone, telex & fax 9,931 11,244 Postage & carriage 4,661 4,235 Motor expenses 12,245 14,343 Other operating leases 748 748 Repairs & renewals 2,524 6,971 Sundry expenses 5,677 6,011 Audit & accountancy 4,520 5,825 Consultancy fees 6,750 Professional fees & insurance 2,470 11,725 Subsistence 3,952 3,083 Travel & entertainment 14,393 10,736 Commission paid 24,151 54,039 Advertising & publicity 13,032 30,541 Bad debts 83 585 Design & development work 1,256 3,055 Discounts allowed 4,340 5,291 Freight & insurance 35,673 41,251 Exchange difference - (40,439) Subscriptions & donations 174 328 ------- ------- ------- ------- Carried forward 479,784 743,960 471,065 697,414 This page does not form part of the statutory financial statements
Page l2 Crescent Lighting Limited Trading and Profit and Loss Account for the Year Ended 28 February 1997
28.2.97 29.2.96 ---------------------- ---------------------- (pound) (pound) (pound) (pound) Brought forward 479,784 743,960 471,065 697,414 Rent & rates 28,479 28,951 Insurance 22,508 - Light & heat 1,604 1,427 ------- ------- 532,375 501,443 ------- ------- 211,585 195,971 Finance costs: Bank interest - 192 Other interest - 1,166 Interest on late taxation - 78 Hire purchase 2,436 1,757 Bank charges 2,120 1,440 Miscellaneous charges 3,479 - ------- ------- 8,035 4,633 ------- ------- 203,550 191,338 Depreciation: Fixtures & fittings - 637 Tooling 1,245 469 Office equipment 1,437 1,367 Motor vehicles 11,894 9,666 Computer equipment 6,026 5,203 ------- ------- 20,602 17,342 ------- ------- 182,948 173,996 (Loss)/Profit on disposal of fixed assets: Motor vehicles (139) 429 ------- ------- NET PROFIT (pound)182,809 (pound)174,425 ======= ======= This page does not form part of the statutory financial statements
Page 13 Report of the Directors and Financial Statements for the Year Ended 29 February 1996 for Crescent Lighting Limited Crescent Lighting Limited Index to the Financial Statements for the Year Ended 29 February 1996 Page Company Information 1 Report of the Directors 2 Report of the Auditors 3 Profit and Loss Account 4 Balance Sheet 5 Notes to the Financial Statements 6 Trading and Profit and Loss Account 12 Crescent Lighting Limited Company Information for the Year Ended 29 February 1996 DIRECTORS: M B Morrison C B Bertrand M Perman B Barritt SECRETARY: MB Morrison REGISTERED OFFICE: Mountbarrow House 12 Elizabeth Street London SW1W 9RB REGISTERED NUMBER: 2297342 (England and Wales) AUDITORS: Wheawill & Sudworth Chartered Accountants & Registered Auditors Caversham House 4 Gosbrook Road Caversham Reading RG4 8BS Crescent Lighting Limited Report of the Directors for the Year Ended 29 February 1996 The directors present their report with the financial statements of the company for the year ended 29 February 1996. PRINCIPAL ACTIVITIES The principal activities of the company in the year under review were those of the sale of lighting, fixtures and fittings. DIRECTORS The directors during the year under review were: M B Morrison C B Bertrand M Perman B Barritt The beneficial interests of the directors holding office on 29 February 1996 in the issued share capital of the company were as follows: 29.2.96 1.3.95 Ordinary (pound)1 shares MB Morrison 50 50 C B Bertrand 50 50 M Perman -- -- B Barritt -- -- STATEMENT OF DIRECTORS' RESPONSIBILITIES Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing those financial statements, the directors are required to - - select suitable accounting policies and then apply them consistently; - - make judgments and estimates that are reasonable and prudent; - - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. AUDITORS The auditors, Wheawill & Sudworth, will be proposed for re-appointment in accordance with Section 385 of the Companies Act 1985. In preparing this report, the directors have taken advantage of special exemptions applicable to small companies conferred by Part II of Schedule 8 to the Companies Act 1985. ON BEHALF OF THE BOARD: MB Morrison - SECRETARY /s/ MB Morrison ------------------------- Dated: September 2, 1996 ------------------------ Crescent Lighting Limited Report of the Auditors to the Shareholders of Crescent Lighting Limited We have audited the financial statements on pages four to eleven which have been prepared under the historical cost convention and the accounting policies set out on page six. Respective responsibilities of directors and auditors As described on page two the company's directors are responsible for the preparation of financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you. Basis of opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 29 February 1996 and of its profit for the year then ended and have been properly prepared in accordance with the provisions of the Companies Act 1985 applicable to small companies. /s/ Wheawill & Sudworth - ----------------------------- Wheawill & Sudworth Chartered Accountants & Registered Auditors Caversham House 4 Gosbrook Road Caversham Reading RG4 8BS Dated: 6th September 1996 ------------------------------ Crescent Lighting Limited Profit and Loss Account for the Year Ended 29 February 1996
29.2.96 28.2.95 --------- --------- Notes (pound) (pound) TURNOVER 2 1,859,610 863,047 Cost of sales 1,162,861 509,809 --------- --------- GROSS PROFIT 696,749 353,238 Administrative expenses 519,796 331,643 --------- --------- 176,953 21,595 Other operating income 94 3,053 --------- --------- OPERATING PROFIT 3 177,047 24,648 Interest receivable and similar income 4 571 -- --------- --------- 177,618 24,648 Interest payable and similar charges 3,193 6,314 --------- --------- PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 174,425 18,334 Tax on profit on ordinary activities 46,864 5,620 --------- --------- PROFIT FOR THE FINANCIAL YEAR AFTER TAXATION 127,561 12,714 Retained profit brought forward 14,991 2,277 --------- --------- RETAINED PROFIT CARRIED FORWARD (pound)142,552 (pound) 14,991 ========= =========
CONTINUING OPERATIONS None of the company's activities were acquired or discontinued during the current and previous years. TOTAL RECOGNISED GAINS AND LOSSES The company has no recognised gains or losses other than the profits for the current and previous years. The notes form part of these financial statements Crescent Lighting Limited Balance Sheet 29 February 1996
29.2.96 28.2.95 -------------------------- -------------------------- Notes (pound) (pound) (pound) (pound) FIXED ASSETS: Tangible assets 5 35,204 25,988 CURRENT ASSETS: Stocks 6 114,172 66,786 Debtors 7 334,923 135,629 Cash at bank and in hand 112,686 36,295 ------- ------- 561,781 238,710 CREDITORS: Amounts falling due within one year 8 446,014 226,811 ------- ------- NET CURRENT ASSETS: 115,767 11,899 ------- ------ TOTAL ASSETS LESS CURRENT LIABILITIES: 150,971 37,887 CREDITORS: Amounts falling due after more than one year 9 8,319 22,796 ------- ------ (pound)142,652 (pound) 15,091 ======= ====== CAPITAL AND RESERVES: Called up share capital 11 100 100 Profit and loss account 142,552 14,991 ------- ------ Shareholders' funds 13 (pound)142,652 (pound) 15,091 ======= ======
In preparing these financial statements, the directors have taken advantage of special exemptions applicable to small companies conferred by Part I of Schedule 8 to the Companies Act 1985. The directors have done so on the grounds that, in their opinion, the company is entitled to the benefit of those exemptions because it meets the qualifying conditions for small companies as stated in Section 247 of the Companies Act 1985. ON BEHALF OF THE BOARD: MB Morrison - DIRECTOR /s/ MB Morrison ------------------------- Approved by the Board on 2/9/96 ------- The notes form part of these financial statements Crescent Lighting Limited Notes to the Financial Statements for the Year Ended 29 February 1996 1. ACCOUNTING POLICIES Accounting convention The financial statements have been prepared under the historical cost convention. Financial Reporting Standard Number 1 Exemption has been taken from preparing a cash flow statement on the grounds that the company qualifies as a small company. Turnover Turnover represents net invoiced sales of goods, excluding value added tax. Tangible fixed assets Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter. Fixtures & fittings - 20% on cost Tooling - 25% on cost Office equipment - 20% on cost Motor vehicles - 25% on cost Computer equipment - 33% on cost Stocks Stock is valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Deferred taxation Provision is made at current rates for taxation deferred in respect of all material timing differences except to the extent that, in the opinion of the directors, there is reasonable probability that the liability will not arise in the foreseeable future. Hire purchase and leasing commitments Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. The interest element of these obligations is charged to the profit and loss account over the relevant period. The capital element of the future payments is treated as a liability. Rentals paid under operating leases are charged to the profit and loss account as incurred. Pensions The company operates a defined contribution pension scheme. Contributions payable for the year are charged in the profit and loss account. 2. TURNOVER The turnover and profit before taxation are attributable to the principal activities of the company. Included in the turnover figure in the financial statements are exports, which amounted to 44.9% (1995-32.3%) of turnover. Crescent Lighting Limited Notes to the Financial Statements for the Year Ended 29 February 1996 3. OPERATING PROFIT The operating profit is stated after charging/(crediting): 29.2.96 28.2.95 (pound) (pound) Other operating leases 748 878 Depreciation - owned assets 17,342 5,577 Depreciation - assets on hire purchase or finance leases -- 5,341 Profit on disposal of fixed assets (429) (699) Auditors' remuneration 5,825 3,075 ======= ======= Directors' emoluments 204,032 128,478 ======= ======= 4. INTEREST RECEIVABLE AND SIMILAR INCOME 29.2.96 28.2.95 (pound) (pound) Deposit account interest 571 -- ======= ======= 5. TANGIBLE FIXED ASSETS Fixtures Office & fittings Tooling equipment ---------- ------- --------- (pound) (pound) (pound) COST: At 1 March 1995 4,769 600 10,333 Additions -- 1,275 -- ------ ------ ------ At 29 February 1996 4,769 1,875 10,333 ------ ------ ------ DEPRECIATION: At 1 March 1995 4,132 150 7,600 Charge for year 637 469 1,367 ------ ------ ------ At 29 February 1996 4,769 619 8,967 ------ ------ ------ NET BOOK VALUE: At 29 February 1996 -- 1,256 1,366 ====== ====== ====== At 28 February 1995 637 450 2,733 ====== ====== ====== Crescent Lighting Limited Notes to the Financial Statements for the Year Ended 29 February 1996 Motor Computer vehicles equipment Totals -------- --------- ------- (pound) (pound) (pound) COST: At 1 March 1995 25,793 15,194 56,689 Additions 20,568 10,486 32,329 Disposals (7,695) -- (7,695) ------- ------- ------- At 29 February 1996 38,666 25,680 81,323 ------- ------- ------- DEPRECIATION: At 1 March 1995 6,448 12,371 30,701 Charge for year 9,666 5,203 17,342 Eliminated on disposals (1,924) -- (1,924) ------- ------- ------- At 29 February 1996 14,190 17,574 46,119 ------- ------- ------- NET BOOK VALUE: At 29 February 1996 24,476 8,106 35,204 ======= ======= ======= At 28 February 1995 19,345 2,823 25,988 ======= ======= ======= Fixed assets, included in the above, which are held under hire purchase or finance leases are as follows: Office Motor equipment vehicles Totals --------- --------- ------- (pound) (pound) (pound) COST: At 1 March 1995 and 29 February 1996 4,086 18,098 22,184 ------- ------- ------- DEPRECIATION: At 1 March 1995 and 29 February 1996 3,271 4,524 7,795 ------- ------- ------- NET BOOK VALUE: At 29 February 1996 815 13,574 14,389 ======= ======= ======= At 28 February 1995 815 13,574 14,389 ======= ======= ======= 6. STOCKS 29.2.96 28.2.95 (pound) (pound) Stock 114,172 66,786 ======= ======= Crescent Lighting Limited Notes to the Financial Statements for the Year Ended 29 February 1996 7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 29.2.96 28.2.95 (pound) (pound) Trade debtors 298,154 131,106 Other debtors 33,721 1,000 Prepayments 3,048 3,523 ------- ------- 334,923 135,629 ======= ======= 8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 29.2.96 28.2.95 (pound) (pound) Hire purchase and finance leases (see note 10) 2,478 2,944 Trade creditors 274,380 129,844 Directors current accounts 26,977 52,977 Social security & other taxes 5,985 3,243 Taxation 44,970 5,620 Accrued expenses 91,224 32,183 ------- ------- 446,014 226,811 ======= ======= 9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR 29.2.96 28.2.95 (pound) (pound) Directors loan -- 12,000 Hire purchase and finance leases (see note 10) 8,319 10,796 ------- ------- 8,319 22,796 ======= ======= Page 9 Crescent Lighting Limited Notes to the Financial Statements for the Year Ended 29 February 1996 10. OBLIGATIONS UNDER HIRE PURCHASE CONTRACTS AND LEASES Hire purchase contracts 29.2.96 28.2.95 (pound) (pound) Cross obligations repayable: Within one year 3,999 4,701 Between one and five years 9,589 13,569 ------ ------ 13,588 18,270 ------ ------ Finance charges repayable: Within one year 1,521 1,757 Between one and five years 1,270 2,773 ------ ------ 2,791 4,530 ------ ------ Net obligations repayable: Within one year 2,478 2,944 Between one and five years 8,319 10,796 ------ ------ 10,797 13,740 ====== ====== The following payments are committed to be paid within one year: Operating leases 29.2.96 28.2.95 (pound) (pound) Expiring: Between one and five years 748 748 ====== ====== 11. CALLED UP SHARE CAPITAL Authorised, allotted, issued and fully paid: Number: Class: Nominal 29.2.96 28.2.95 value: (pound) (pound) 100 Ordinary (pound)1 100 100 ====== ====== 12. PENSION COMMITMENTS The company operates a defined contribution pension scheme on behalf of its directors and certain employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions are paid based upon the recommendation of a qualified actuary. The annual commitment under this scheme is for contributions of (pound)52,410 (1995: (pound)12,400). Crescent Lighting Limited Notes to the Financial Statements for the Year Ended 29 February 1996 13. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 29.2.96 28.2.95 (pound) (pound) Profit for the financial year 127,561 12,714 ------- ------- NET ADDITION TO SHAREHOLDERS' FUNDS 127,561 12,714 Opening shareholders' funds 15,091 2,377 ------- ------- CLOSING SHAREHOLDERS' FUNDS 142,652 15,091 ======= ======= Equity interests 142,652 15,091 ======= ======= Crescent Lighting Limited Trading and Profit and Loss Account for the Year Ended 29 February 1996
29.2.96 28.2.95 ------------------------------- ------------------------------- (pound) (pound) (pound) (pound) Income: Turnover 1,859,610 863,047 Cost of sales: Opening stock 66,786 59,765 Purchases 1,204,932 516,643 Sub-contractors 15,784 187 ---------- ---------- 1,287,502 576,595 Closing stock (124,641) (66,786) ---------- ---------- 1,162,861 509,809 ---------- ---------- GROSS PROFIT 696,749 353,238 Other income: Discounts received 94 -- Commission received -- 3,053 Deposit account interest 571 -- ---------- ---------- 665 3,053 ---------- ---------- 697,414 356,291 Expenditure: Directors' remuneration 151,622 116,078 Social security 15,498 11,972 Pension contributions 52,410 12,400 Wages 69,640 31,270 Social security 5,910 3,642 Printing & stationery 6,413 3,743 Telephone, telex & fax 11,244 10,317 Postage & carriage 4,235 4,229 Motor expenses 14,343 8,416 Other operating leases 748 878 Repairs & renewals 6,971 1,447 Sundry expenses 6,011 5,323 Audit & accountancy 5,825 3,075 Professional fees & insurance 11,725 11,551 Subsistence 3,083 1,461 Travel & entertainment 10,736 3,923 Commission paid 54,039 29,129 Advertising & publicity 30,541 29,567 Bad debts 585 (5) Design & development work 3,055 218 Discounts allowed 5,291 5,379 Freight & insurance 41,251 26,696 Exchange difference (40,439) (32,234) Subscriptions & donations 328 262 Rent & rates 28,951 28,750 ---------- ---------- ---------- ---------- Carried forward 500,016 697,414 317,487 356,291 This page does not form part of the statutory financial statements
Crescent Lighting Limited Trading and Profit and Loss Account for the Year Ended 29 February 1996
29.2.96 28.2.95 ------------------------- ------------------------- (pound) (pound) (pound) (pound) Brought forward 500,016 697,414 317,487 356,291 Light & heat 1,427 1,375 ------- ------- 501,443 318,862 ------- ------- 195,971 37,429 Finance costs: Bank interest 192 11 Other interest 1,166 5,648 Interest on late taxation 78 -- Hire purchase 1,757 655 Bank charges 1,440 952 Miscellaneous charges -- 1,610 ------- ------- 4,633 8,876 ------- ------- 191,338 28,553 Depreciation: Fixtures & fittings 637 953 Plant & machinery 469 150 Office equipment 1,367 1,659 Motor vehicles 9,666 6,448 Computer equipment 5,203 1,708 ------- ------- 17,342 10,918 ------- ------- 173,996 17,635 Profit on disposal of fixed assets: Motor vehicles 429 400 Computer equipment -- 299 ------- ------- 429 699 ------- ------- NET PROFIT (pound) 174,425 (pound) 18,334 ======= ======= This page does not form part of the statutory financial statements
EX-99.3 3 PRO FORMA FINANCIAL STATEMENTS OF FIBERSTARS, INC. Exhibit 99.3 FIBERSTARS, INC. UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS The Company completed its acquisition of Crescent Lighting, Ltd. (Crescent) on November 19, 1998. The accompanying unaudited pro forma combined condensed balance sheet combines the historical financial statements of Fiberstars, Inc. (the Company) and the balance sheet of Crescent as if the acquisition had occurred on September 30, 1998. The accompanying unaudited pro forma combined condensed statement of operations for the year ended December 31, 1997 includes the historical consolidated statement of opeatons of the Company for the year ended December 31, 1997 and the historical statement of operations of Crescent for the year ended February 28, 1998 as if the acquisition had occurred on January 1, 1997. The accompanying unaudited pro forma combined consolidated statement of operations for the nine months ended September 30, 1998 includes the historical statement of operations of the Company and of Crescent for the nine months ended September 30, 1998 as if the acquisition had occurred on January 1, 1997. The unaudited pro forma combined condensed statements of operations give effect to the acquisition using the purchase method of accounting, and are based upon allocation of the purchase price and include the adjustments described in the notes attached thereto. The unaudited pro forma combined condensed financial statements do not purport to represent what the Company's results of operations would have been had the acquisition occurred on the date indicated or for any future period or date. The pro forma adjustments give effect to available information and assumptions that the Company believes are reasonable. The unaudited pro forma combined condensed financial statements shold be read in conjunction with the Company's historical financial statements and the financial statements of Crescent and the notes thereto included or incorporated elsewhere herein. FIBERSTARS, INC. PRO FORMA COMBINED CONDENSED BALANCE SHEET FOR SEPTEMBER 30, 1998 (amounts in thousands) (unaudited)
Crescent Pro Forma Pro Forma Fiberstars Lighting (8) Adjustments (8) Combined ASSETS Current Assets: Cash and cash equivalents $ 1,376 $ 459 $ (1,853)(1) $ (18) Short-term investments 4,080 -- -- 4,080 Accounts receivable trade, net 2,708 1,022 (156)(2) 3,573 Notes and other accounts receivable 145 -- -- 145 Inventories 3,385 396 -- 3,781 Prepaid expenses and other assets 392 -- -- 392 Deferred income taxes 597 -- -- 597 -------- -------- -------- -------- Total current assets 12,683 1,877 (2,009) 12,551 Fixed assets, net 912 165 -- 1,077 Goodwill, net 766 -- 2,099(3) 2,865 Investment in joint ventures 20 -- -- 20 Other assets 205 -- -- 205 Deferred income taxes -- -- -- -- -------- -------- -------- -------- Total assets $ 14,586 $ 2,042 $ 90 $ 16,718 ======== ======== ======== ======== LIABILITIES Current liabilities Accounts payable $ 1,011 $ 580 $ (156)(4) $ 1,434 Accrued expenses 1,895 799 116(5) 2,810 Current portion of long-term debt 8 -- -- 8 -------- -------- -------- -------- Total current liabilities 2,914 1,379 (41) 4,252 Long-term debt, less current portion 14 -- -- 14 -------- -------- -------- -------- Total liabilities 2,928 1,379 (41) 4,266 -------- -------- -------- -------- SHAREHOLDERS' EQUITY Common stock -- -- -- -- Additional paid-in capital 12,767 -- 794(6) 13,561 Notes receivable from shareholder (75) -- -- (75) Accumulated deficit (1,034) 663 (663)(7) (1,034) -------- -------- -------- -------- Total shareholders' equity 11,658 663 131 12,452 -------- -------- -------- -------- Total liabilities and shareholders' equity $ 14,586 $ 2,042 $ 91 $ 16,718 ======== ======== ======== ======== The accompanying notes are an integral part of these financial statements
FIBERSTARS, INC. NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET FOR SEPTEMBER 30, 1998 Note A - Acquisition: On November 19, 1998, Fiberstars, inc. (the Company) acquired the net assets of Crescent Lighting, Ltd. (Crescent) for an aggregate of $1,884,597 in cash and 197,960 shares of the Company's common stock. Crescent is a manufacturer and distributor of lighting products in Europe. The products are used primarily for fiber optic lighting. Note B - Pro Forma Adjustments: (1) Represents cash payment for acquisition. (2) Represents elimination of intercompany accounts receivable. (3) Represents the allocation of goodwill and transaction costs. (4) Represents the elimination of intercompany accounts payable. (5) Represents the accrued transaction expenses. (6) Represents the issuance of Fiberstars common stock. (7) Represents the elimination of Crescent retained earnings. (8) Exchange rate used for balance sheet the spot rate effective September 30, 1998, $1.70 = 1.00 GBP. FIBERSTARS, INC. PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1997 (amounts in thousands except per share amounts) (unaudited)
Crescent Pro Forma Pro Forma Fiberstars Lighting (7) Adjustments (7) Combined Net sales $ 17,871 $ 3,957 $ (750)(1) $ 21,078 Cost of Sales 10,047 2,174 (750)(2) 11,471 -------- -------- -------- -------- Gross profit 7,824 1,784 -- 9,608 Operating expenses 6,977 1,222 236(3) 8,435 -------- -------- -------- -------- Operating income 847 562 (236) 1,173 Interest income/(expense) 248 11 (88)(4) 171 Other income/(expense) (14) -- -- (14) -------- -------- -------- -------- Income before income taxes 1,081 573 (324) 1,330 Provision for income taxes (437) (136) 117(5) (456) -------- -------- -------- -------- Net income $ 644 $ 437 $ (207) $ 874 ======== ======== ======== ======== Net income per share - basic $ 0.19 $ 0.24 ======== ======== Shares used in per share calculation - basic 3,446 198(6) 3,644 ======== ======== ======== Net income per share -diluted $ 0.18 $ 0.23 ======== ======== Shares used in per share calculation - diluted 3,597 198(6) 3,795 ======== ======== ======== The accompanying notes are an integral part of these financial statements
FIBERSTARS, INC. NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1997 (1) Represents the elimination of intercompany sales between Crescent and the Company. (2) Represents the elimination of intercompany cost of sales between Crescent and the Company. (3) Represents the amortization of the goodwill and other intangibles associated with the purchase of Crescent. The period of amortization is 10 years. (4) Represents interest income forgone as a result of the reduction in cash of $2,000,000 for the purchase of Crescent. (5) Represents tax adjustment to reflect 36% overall income tax rate applicable to pro forma results. (6) Represents issuance of common stock as consideration in the Crescent acquisition. (7) Exchange rate used for statement of operations is the average rate for the nine months ending September 30, 1998, $1.64 = 1.00 GBP FIBERSTARS, INC. PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS FOR NINE MONTHS ENDED SEPTEMBER 30, 1998 (amounts in thousands except per share amounts) (unaudited)
Crescent Pro Forma Pro Forma Fiberstars Lighting (7) Adjustments (7) Combined Net sales $ 16,298 $ 2,846 $ (451)(1) $ 18,693 Cost of Sales 10,188 1,770 (451)(2) 11,507 -------- -------- -------- -------- Gross profit 6,110 1,076 -- 7,186 Operating expenses 5,915 1,191 177(3) 7,283 -------- -------- -------- -------- Operating income 195 (115) (177) (97) Interest income/(expense) 177 38 (59)(4) 156 Other income/(expense) (20) -- -- (20) -------- -------- -------- -------- Income before income taxes 352 (77) (235) 40 Provision for income taxes (134) 28 85(5) (22) -------- -------- -------- -------- Net income $ 218 $ (49) $ (151) $ 18 ======== ======== ======== ======== Net income per share - basic $ 0.06 $ 0.00 ======== ======== Shares used in per share calculation - basic 3,557 198(6) 3,755 ======== ======== ======== Net income per share - diluted $ 0.06 $ 0.00 ======== ======== Shares used in per share calculation - diluted 3,643 198(6) 3,841 ======== ======== ======== The accompanying notes are an integral part of these financial statements.
FIBERSTARS, INC. NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS FOR NINE MONTHS ENDED SEPTEMBER 30, 1998 (1) Represents the elimination of intercompany sales between Crescent and the Company. (2) Represents the elimination of intercompany cost of sales between Crescent and the Company. (3) Represents the amortization of the goodwill and other intangibles associated with the purchase of Crescent. The period of amortization is 10 years. (4) Represents interest income forgone as a result of the reduction in cash of $2,000,000 for the purchase of Crescent. (5) Represents tax adjustment to reflect 36% overall income tax rate applicable to pro forma results. (6) Represents issuance of common stock as consideration in the Crescent acquisition. (7) Exchange rate used for statement of operations is the average rate for the twelve months ending December 31, 1997, $1.66 = 1.00 GBP -----END PRIVACY-ENHANCED MESSAGE-----